Corporate secretaries have evolved from mere functionaries who handle compliance and administrative tasks to assuming a strategic and deliberative position within the organization—that of governance advisor. The modern corporate secretary is expected to provide professional guidance to boards, directors, and management on key decisions relating to the organization's corporate governance standards and practices.
Governance is about more than compliance with laws, regulations, standards, and codes; it is about creating cultures of good practice.
To guide this effort, corporate secretaries must understand more about the kinds of corporate governance practices are needed in an organization and why—in addition to technical skills and experience. The combination of increased responsibility and growing significance of the corporate secretary role have created new demand for quality training and guidance. The chair of the Board can only conduct an efficient meeting when all board members have the necessary materials far enough in advance for them to adequately review them.
This allows for adequate time to correct past minutes and revise the agenda prior to the beginning of the meeting. The Secretary should distribute these materials prior to the meeting, unless past practices or corporate by-laws indicate otherwise. Executive Liaisons. For larger boards, there are often smaller committees that meet outside of the standard board meetings.
In these cases, the board assigns an executive point person to each committee to act as the chair during those meetings. If the Corporate Secretary is appointed as the executive to a committee meeting usually the nominating and governance committee , they are bestowed a new set of duties to comply with on top of their standard Corporate Secretary responsibilities.
This can include:. Documenting the Meeting. The primary responsibility that Corporate Secretaries have during board meetings is to take the minutes of the meetings. This ensures greater accountability and disclosure for the proceedings of the board, without placing legal liability upon the corporation as a whole.
In order to do this, the Secretary should have a thorough understanding of which items they need to record, and how much detail should be included in those recordings. They should also remain sensitive to special items or circumstances when documenting minutes.
While taking and recording minutes and executing board meetings is the largest responsibility for Corporate Secretaries, they are also responsible for the substance and dissemination of those minutes. Monitoring changes in relevant legislation and the regulatory environment and taking action accordingly.
Overseeing the day-to-day administration of the company, e. Having responsibility for facilities, HR, insurance, investor relations, pension administration, premises and share registration this only applies to some company secretaries. What salary can a company secretary expect? Could you be a company secretary? Search ICSA. Their role requires them to collaborate with the board and the executive team to identify and prioritize discussion items for the board and committees.
This responsibility extends to assisting executives with producing annual reports, sending financial press releases and reviewing insurance policies. Many situations arise in which another party needs access to documents related to a sale, acquisition or divestiture to complete the due diligence process. External auditors, lenders or regulatory bodies often request corporate documents. Due diligence for transactions requires having a corporate secretary that practices good corporate governance and has good internal controls because many transactions require authorization or signature authority.
Companies that are preparing for their initial public offering IPO also rely heavily on the corporate secretary to gather all necessary documents and comply with the SEC and stock exchange listing requirements to implement the IPO. While many corporate governance responsibilities relate to securities regulations for public companies, the role of the corporate secretary is equally as important for private companies.
Both types of companies need to comply with the same corporate laws of the states of their incorporation and to manage legal liability risks.
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